8-KShareholder MattersCorporate ChangesExhibits & Filings

CHURCH & DWIGHT CO INC /DE/ 8-K Report, Bylaw Amendment (May 6, 2024)

Filed May 6, 2024For Securities:CHD

Summary

Church & Dwight Co., Inc. (CHD) filed an 8-K on May 6, 2024, reporting on its Annual Meeting of Stockholders held on May 2, 2024. The primary information for investors concerns the outcomes of several shareholder votes. Most notably, shareholders approved an amendment to the company's Certificate of Incorporation to provide limited exculpation to covered officers, aligning with new Delaware law provisions. This amendment aims to limit monetary liability for certain officer breaches of the duty of care in specific circumstances, particularly concerning direct stockholder claims like class actions. Furthermore, the filing details the voting results for the election of directors, the advisory vote on executive compensation, and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for 2024. All director nominees were elected, and the company's executive compensation was approved on an advisory basis. The appointment of Deloitte & Touche LLP was also ratified. A stockholder proposal, however, did not receive shareholder approval. This 8-K provides transparency on corporate governance decisions and shareholder sentiment regarding key company matters.

Key Highlights

  • 1Shareholders approved an amendment to the Certificate of Incorporation to provide limited exculpation to covered officers under Delaware law, potentially limiting officer liability for certain breaches of duty of care.
  • 2All incumbent director nominees were successfully elected to the Board of Directors for a one-year term.
  • 3Shareholders provided advisory approval for the compensation of the company's named executive officers.
  • 4The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2024 was ratified by shareholders.
  • 5A stockholder-submitted proposal (Proposal 5) did not receive majority approval from shareholders.
  • 6The amendment to the Certificate of Incorporation became effective on May 6, 2024, after filing with the Delaware Secretary of State.

Frequently Asked Questions

The amendment allows for the limitation of monetary liability of certain officers for breaches of the duty of care in specific situations, particularly in direct claims brought by stockholders, such as class actions. This aligns the company with recent changes in Delaware law and provides a degree of protection for officers against certain types of litigation.

The shareholders approved the compensation of the named executive officers on an advisory basis, with approximately 172.85 million shares voting 'For' and 22.27 million shares voting 'Against'. This indicates general shareholder support for the company's executive pay practices.

Yes, Proposal 5, a stockholder proposal, did not receive majority approval. The voting results show a significant majority against the proposal, indicating that shareholders did not support its adoption.

Broker non-votes occur when a broker holding shares in 'street name' does not receive instructions from the beneficial owner on how to vote. While they are counted for quorum purposes, they typically do not count for or against a proposal unless the proposal requires a majority of all outstanding shares to pass. In this filing, broker non-votes were a factor in the outcomes of several proposals, including the director elections and the exculpation amendment.